Ondas Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Securities

During the quarter ended March 31, 2026, the Company issued shares of its common stock and other equity linked-securities in transactions that were not registered under the Securities Act of 1933, as amended. These issuances occurred primarily in connection with business combination transactions and private financing arrangements. All sales of unregistered securities during the quarter ended March 31, 2026 were previously disclosed in a Current Report on Form 8-K except the following.

The 2,389,203 shares of common stock that were issued and exchanged for shares of OAS common stock, pursuant to those certain exchange agreements, by and between the Company, OAS and certain holders of OAS securities (the “OAS Exchange”), were exempt from the registration requirements of the Securities Act in accordance with Regulation D thereunder. Refer to Note 10 – Notes Payable and Convertible Notes Payable – of Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

The Company did not sell any unregistered equity securities to the public during the fiscal quarter. All unregistered issuances were made in reliance on available exemptions from the registration requirements of the Securities Act, and no underwriters were involved in such transactions.